President and CEO Sibold William John converted options into 50,000 shares and sold $1,380,816 worth of shares (2,400 units at $575.34), increasing direct ownership by 46% to 150,074 units (SEC Form 4)
$MDGL
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/03/2025 | M(1) | 50,000 | A | (1) | 152,474 | D | |||
| Common Stock | 12/04/2025 | S(2) | 2,400 | D | $575.34 | 150,074 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (3) | 12/03/2025 | M | 50,000 | (3) | (3) | Common Stock | 50,000 | (3) | 0(3) | D | ||||
| Explanation of Responses: |
| 1. On December 3, 2025, the Reporting Person earned 50,000 shares of common stock following the achievement of the performance and service conditions of the Performance Restricted Stock Units described in Footnote 3. Pursuant to the terms of the award, certain of these shares were sold to cover certain tax withholding obligations as described in Footnote 2 below. The Issuer is irrevocably obligated to issue the remaining shares to the Reporting Person on September 8, 2028, the fifth anniversary of the commencement of his employment with the Issuer. |
| 2. The sale reported on this line represents the number of shares sold by the Issuer on behalf of the Reporting Person to cover certain tax withholding obligations in connection with the Reporting Person earning 50,000 shares of common stock as described in Footnote 1 above. This sale was automatic and not at the discretion of the Reporting Person. |
| 3. On September 11, 2023, the Reporting Person was granted a one-time sign-on award of Performance Restricted Stock Units with a target award of 50,000 shares of common stock that can be earned upon the achievement of significant sustained stock price appreciation hurdles over a five-year period. The Reporting Person can earn up to 300% of the target award. Following the achievement of the first hurdle in February 2025 and the second hurdle reported on this line, the Reporting Person is eligible to earn an additional 50,000 shares upon the achievement of the final performance hurdle. See the Issuer's Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 for additional information about the Performance Restricted Stock Units. |
| Remarks: |
| /s/ Mardi Dier, as Attorney-in-Fact | 12/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||